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2013 News

Bank Liability Management Exercise

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Consent and Exchange Offer Memorandum relating to the Liability Management Exercise (the “Consent and Exchange Offer Memorandum”), which is appended to and forms part of the respective Prospectuses published by Co-operative Group and The Co-operative Bank on 4 November 2013.

Confirmation of modifications to the Scheme

On 28 November 2013, the Company announced that it had been requested by certain members of an ad hoc group of holders of the Dated Notes (holding, in aggregate, approximately 48.3% of the Dated Notes by value) to apply to the High Court of Justice of England and Wales (the “Court”) to seek leave to convene a meeting of holders of Dated Notes to consider and, if thought fit, approve the Scheme modified to take into account the amendments described in that announcement. On 2 December 2013, the Company announced that it had made the requested application to the Court. Following a Court hearing and adjourned hearing on 3 December 2013, on 4 December 2013 the Court granted leave to the Company to convene a meeting of holders of Dated Notes (the “Scheme Meeting”) to consider and, if thought fit, approve the modified Scheme.

The notice in respect of the Scheme Meeting was set out in the Company’s RNS dated 4 December 2013. Further details of the modified Scheme are set out in the letter dated 4 December 2013 from the Company addressed to Scheme Creditors, a copy of which is attached below.

Amendment Letter to the Explanatory Statement.

SCHEDULE 1

BLACKLINE OF CHANGES TO EXPLANATORY STATEMENT

To view the full blackline of changes to the explanatory statement, please click here.

Media enquiries

The Co-operative Group:
Russ Brady – 07880 784442

Tulchan Communications:
Susanna Voyle and Jonathan Sibun - 020 7353 4200

Investor enquiries:

The Co-operative Bank - 0800 7312310
co-operative.coop/bondholders

Disclaimers

ther this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of securities law in those jurisdictions. The distribution of this document in other jurisdictions may also be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The availability of the transactions described herein and the distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of the Group or the Company have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of the Group or the Company may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Group and the Company securities will be offered by means of a prospectus or Scheme document that may be obtained from the Company and/or the Group, as applicable.

This announcement is an advertisement and not a prospectus. Investors should not make any investment decision regarding any securities referred to in this announcement or in the Liability Management Exercise except on the basis of information contained in the prospectuses (as supplemented) and Consent and Exchange Offer Memorandum published by the Group and the Company and the Scheme documents made available by the Company. The Group and the Company expressly reserve the right to adjust or amend the terms of the Liability Management Exercise and the securities.

HSBC Bank plc (“HSBC”) has been appointed as a dealer manager by the Company and The Group to facilitate the Liability Management Exercise and as adviser to the Company in connection with the LME. HSBC is authorised and regulated by the PRA and the FCA and is acting exclusively for the Company (in its capacity as a dealer manager and adviser) and The Group (in its capacity as a dealer manager) in connection with the Liability Management Exercise and will not regard any other person (whether or not a recipient of this announcement or a holder of the Company’s securities) as a client in relation to the Liability Management Exercise E and will not be responsible to anyone other than the Company and The Group for providing the protections afforded to its clients or for providing advice in the relation to the Liability Management Exercise or any other matter referred to in this announcement.

UBS Limited (“UBS”) has been appointed as a dealer manager by the Company and The Group to facilitate the Liability Management Exercise and as adviser to The Group in connection with the Liability Management Exercise. UBS is authorised and regulated by the PRA and the FCA and is acting exclusively for the Company (in its capacity as a dealer manager) and The Group (in its capacity as a dealer manager and adviser) in connection with the Liability Management Exercise and will not regard any other person (whether or not a recipient of this announcement or a holder of the Company’s securities) as a client in relation to the Liability Management Exercise and will not be responsible to anyone other than and The Group for providing the protections afforded to its clients or for providing advice in the relation to the Liability Management Exercise or any other matter referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Company and The Group. Neither HSBC nor UBS accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Group or the Liability Management Exercise and nothing in this announcement may be relied upon as a promise or representation in this respect, whether or not in the past or future. Subject to applicable law, each of HSBC and UBS accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such statement.